Corporate Governance

Legal Organisation

Swedencare

The parent company Swedencare AB (publ) is responsible for the strategy, business planning and management. This is done by the control of trademarks and patents, sales rights, cooperation agreements and as parent company of the subsidiaries. The Company and headquarter is located at Medeon Science Park in Malmö, Sweden.

Subsidiaries/Sales Company

Swedencare owns 100% of the shares to all subsidiaries/sales companies which are responsible for the sales and marketing for its individual regions. The subsidiaries provide a monthly financial report as well as a sales progress to Swedencare. The group also have a common ERP-system where orders and invoices are registered. The system enables an effective production planning at the same time as the subsidiaries can track the order progress. Through the local market knowledge of the subsidiaries, the marketing can be customized and the local customer preferences and new products can easily and effectively be identified. The subsidiaries are located and managed in Greece, Spain, France, Great Britain, Ireland, Sweden the US, and Italy.

Board of Directors

Board of Directors

The Board of Directors are responsible for the Company’s strategic and financial targets and, together with the management, for the strategic planning. In the BoD, there is an extensive experience of international sales and marketing as well as a wide international network. The Managing Director and CFO are responsible to provide a business plan in line with the BoDs strategic and financial targets. They are also responsible for financial planning, and questions and communication with the stock exchange. The CEO of the Company, together with the managing directors of the subsidiaries, is a management team responsible for product development as well as sales and marketing.

Own or related holdings of shares and other financial instruments in Swedencare. Holdings include related parties per 2022-03-31.

Management

Swedencare AB management

* Holdings include related parties per 2022-03-31.

Responsible at Swedecare's subsidiaries

Responsible at Swedencare’s subsidiaries

* Holdings include related parties per 2022-03-31.

Articles of Association

Articles of Association for Swedencare AB (publ) (556470-3790)

1. COMPANY NAME

The company name is Swedencare AB (publ). Public company.

2. REGISTERED OFFICE

The registered head office of the company is in the municipality of Malmö.

3. OBJECTS OF THE COMPANY

The company objective is, directly or indirectly, the development, manufacture and sale of products within the area of animal healthcare and preventive dental care and other business compatible therewith.

4. SHARE CAPITAL

The share capital shall be not less than SEK 500,000 and not more than SEK 2,000,000.

5. NUMBER OF SHARES

The number of shares shall be not less than 50,000,000 and not more than 200,000,000.

6. FINANCIAL YEAR

The company’s financial year shall be calendar year.

7. BOARD OF DIRECTORS

The board of directors shall consist of not less than three and not more than seven board members with not more than two deputy board members. The board members and deputy board members are elected annually for the period until the close of the first annual general meeting held after the year in which the board member or deputy board member was appointed.

8. AUDITOR
For audit of the company’s annual report, the accounts and the administration of the board of directors and managing director, not less than one auditor and not more than two auditors with or without deputy auditors shall be elected.
9. ANNUAL GENERAL MEETING

The following matters shall be addressed at the annual general meeting:

  1. Election of a chairman at the meeting;
  2. Preparation and approval of the voting list;
  3. Election of one (1) or two (2) persons to verify the minutes of the meeting;
  4. Approval of the agenda;
  5. Determination of whether the meeting was duly convened;
  6. Submission of the annual report and the auditor’s report, and if applicable, the group accounts and the auditor’s report for the group;
  7. Resolutions
    1. regarding the adoption of the income statement and balance sheet, and if applicable, the consolidated income statement and the consolidated balance sheet
    2. regarding allocation of profit or loss in accordance with the adopted balance sheet
    3. regarding the discharge from liability of the board members and, where applicable, of the managing director;
  8. Determination of fees for the board of directors and, where applicable, for the auditors;
  9. Election of the board of directors and auditors; and
  10. Other matters which rest upon the meeting according to the Swedish Companies Act or the company’s articles of association.
10. NOTICE TO ATTEND

Notice to attend a general meeting shall be advertised in Post- och Inrikes Tidningar (The Official Swedish Gazette) and on the company website. At the time of notice, information about the notice shall be advertised in Dagens Industri. The notice shall immediately, and at no cost for the recipient, be sent by post to those shareholders who so request and state their address

Notice to attend an annual general meeting and notice to attend an extraordinary general meeting at which the issue of alterations of the articles of association is to be addressed shall be issued not earlier than six weeks and not later than four weeks prior to the meeting. Notice to attend an extraordinary general meeting other than such as mentioned above shall be issued not earlier than six weeks and not later than two weeks prior to the general meeting.

11. APPLICATION IN ADVANCE

A shareholder, who wishes to participate at the general meeting, shall notify the company thereof not later than on the date specified in the notice to attend the general meeting. Such a date may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not occur earlier than the fifth weekday prior to the general meeting. If the notice to attend the general meeting does not state a last day for notification, then notification is not required in order to participate at the general meeting. A shareholder who wishes to be accompanied by advisors at a general meeting shall state the number of advisors (not more than two) accompanying the shareholder in the application.

12. CSD CLAUSE

The company’s shares shall be registered in a CSD (central securities depository) register in accordance with the Financial Instruments (Accounts) Act (1998:1479).

13. COLLECTION OF PROXIES AND POSTAL VOTES

The board of directors may collect proxies in accordance with the procedure specified in Chapter 7, Section 4, second paragraph, of the Swedish Companies Act.

The board of directors may, prior to a general meeting of the shareholders’, decide that the shareholders shall be able to exercise their voting rights by post before the general meeting of the shareholders’.

____________________

Articles of Association adopted at the general meeting held on April 29, 2021

Audit

At the 2021 Annual General Meeting, the authorized auditing firm Grant Thornton Sweden AB was reappointed for an additional one-year period up to and including the 2022 Annual General Meeting.

The auditor reviews the company’s annual report, interim report for the third quarter, and accounting, as well as the Board’s and the CEO’s administration.

Swedencare’s AUDITOR
Petter Rankell
Principal auditor
Authorized Public Accountant at Grant Thornton Sweden AB.
Auditor in the group since 2018.

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